Exhibit 10.24
TRANSACTION BONUS AGREEMENT
This Transaction Bonus Agreement (“Agreement”) is effective on 04 / 02 / 2022 (the “Effective Date”), by and between Stoyan Kenderov (“Employee”) and Plastiq Inc. (“Company”). In consideration of the mutual promises made herein, the Company and Employee agree as follows.
1. Purpose of Transaction Bonus. Employee is being offered a Transaction Bonus in order to encourage Employee to remain employed with the Company in good standing through a Sale Event (as defined below) that occurs following the Effective Date and before the 18-month anniversary of the Effective Date. This Agreement shall not modify the duration of the Employee’s employment with the Company, and the Employee remains an employee-at-will during the entire time of employment with the Company.
For purposes of this Agreement, “Sale Event” means the consummation of (i) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity, (ii) a merger, reorganization or consolidation pursuant to which the holders of the Company’s outstanding voting power immediately prior to such transaction do not own a majority of the outstanding voting power of the surviving or resulting entity (or its ultimate parent, if applicable), or (iii) the acquisition of all or a majority of the outstanding voting stock of the Company in a single transaction or a series of related transactions by a person or group of persons. For the avoidance of doubt, an initial public offering, acquisition of the Company by a special purpose acquisition company, another capital raising event, or a merger effected solely to change the Company’s domicile shall not constitute a “Sale Event.”
2. Transaction Bonus Amount. The Company shall pay to Employee a one-time, lump sum, cash bonus in a total amount of $1,500,000.00 USD (“Transaction Bonus”), less applicable state and federal taxes and withholdings, if Employee remains employed by the Company in good standing through the first Sale Event that occurs following the Effective Date and before the 18-month anniversary of the Effective Date.
3. Payment Schedule. If Employee is employed through the Sale Event, the Company shall pay in lump sum the full Transaction Bonus, less applicable state and federal taxes and withholdings, within thirty (30) days following the closing date of such Sale Event.
4. Impact of Employee Separation on Transaction Bonus:
| | a. | Resignation or Termination for Cause: If Employee either resigns or is terminated for Cause (as defined below) prior to a Sale event, Employee will not be entitled to receive the Transaction Bonus. |
| | i. | Cause: For purposes of this Agreement, “Cause” is defined as (i) any act of dishonesty, disloyalty, unethical conduct, or fraud with respect to the Company; (ii) Employee’s breach of fiduciary duty to the Company; (iii) willful misconduct or gross negligence in the performance of Employee’s job duties; (iv) Employee’s substantial, willful, or repeated disregard of the lawful and reasonable directives of the Board of Directors of the Company or the Company’s CEO clearly |
